Saudi Ceramic Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Ordinary General Assembly Meeting by means of modern technology
| Element List | Explanation |
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| Introduction | The Board of Directors of Saudi Ceramics Company is pleased to invite the shareholders to participate and vote in the ordinary general assembly meeting, which is scheduled to be held at 6:30 p.m. on Wednesday, 13-08-1443H Corresponding to 16-03-2022, remotely by means of modern technology through the Tadawulaty System in order to ensure the safety of shareholders and to support preventive and precautionary efforts and measures by the competent and relevant health authorities to respond to the Coronavirus (COVID-19) and as an extension of the continuous efforts made by all government agencies in Saudi Arabia in taking the necessary measures to prevent its spread. |
| City and Location of the General Assembly's Meeting | Riyadh City - The Company's headquarters at King Fahd Road |
| URL for the Meeting Location | www.tadawulaty.com.sa |
| Date of the General Assembly's Meeting | 2022-03-16 Corresponding to 1443-08-13 |
| Time of the General Assembly's Meeting | 18:30 |
| Attendance Eligibility | Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations |
| Quorum for Convening the General Assembly's Meeting | The quorum for holding the Ordinary General Assembly meeting is 25% of the Company's capital, In the absence of a quorum required for holding the meeting, a second meeting can be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid regardless of the number of shares represented therein. |
| General Assembly Meeting Agenda | 1. Voting on the Board of Directors' report for the fiscal year ending on 31/12/2021.
2. Voting on the independent auditor’s report on the Company’s Financial Statements for the fiscal year ending on 31/12/2021.
3. Voting on the financial statements of the Company for the fiscal year ending on 31/12/2021.
4. Voting for the election of members of the Board of Directors from among the candidates for the next term, commencing from 29-08-1443 corresponding to 01-04-2022 for three years, ending on 02-10-1446 corresponding to 31-03-2025. (Candidates' CVs attached).
5. Voting on the formation of the Audit Committee, and the definition of its duties, work regulations and remuneration of its members for the new term, starting from 01-04-2022 until the end of the term on 31-03-2025. The following are the names of the candidates, (whose CVs are attached):
1- Majed Abdullah Aldakheel 2- Ahmed Sulaiman AlMuzaini 3- Abdulaziz bin Abdul Malik AlSheikh
6. Voting to authorize the Board of Directors to distribute cash dividends quarterly / semi-annually for the fiscal year 2022.
7. Voting on delegating to the Board of Directors, the authorization powers of the General Assembly stipulated in paragraph (1) of Article 71 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the session of the authorized Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
8. Voting on the business and contracts that have been concluded between the Company and the Natural Gas Distribution Company- an associate company, in which of the Chief Executive Officer, Mr. Majed Bin Abdullah Al Issa has an indirect interest through his representation in the Board of Directors of the company. The main activity of the Company is the purchase of natural gas and its distribution to industrial units in Riyadh. The value of transactions during the year 2021 amounted to of SAR 55.2 million for purchase orders (attached).
9. Voting on the business and contracts that have been concluded between the Company and the Natural Gas Distribution Company- an associate company, in which of the Chief Executive Officer, Mr. Majed Bin Abdullah Al Issa has an indirect interest through his representation in the Board of Directors of the company. The main activity of the Company is the purchase of natural gas and its distribution to industrial units in Riyadh. The value of transactions during the year 2021 amounted to of SAR 396 thousand for dividends received (attached).
10. Voting on the business and contracts concluded between the Company and Ceramic Pipes Company- a subsidiary company, in which the vice chairman of the Board of Directors, Mr. Abdulkareem Bin Ibrahim Al Nafie has an indirect interest through his representation in the Company. The main activity of the company is manufacture and sale of clay pipes. The value of transactions during the year 2021 was SAR 19.7 million for loans and payment of liabilities. (attached).
11. Voting on the business and contracts concluded between the Company and Ceramic Pipes Company- a subsidiary company, in which a member of the Board of Directors, Mr. Abdulkareem Bin Ibrahim Al Nafie has an indirect interest through his representation in the Company, The value of transactions during the year 2021 was SAR 114 thousand for sales of products. (attached).
12. Voting on the business and contracts that have been concluded between the Company and the Saudi Trukkin Company, in which the Board member and Chief Executive Officer, Mr. Majed Bin Abdullah Al Issa has an indirect interest through his membership in the Board of Directors of Batic Investments and Logistics Co. which owns 11.4% in Saudi Trukkin Company. The value of transactions during the year 2021 amounted to SAR 5.4 million (attached).
13. Voting on the business and contracts that have been concluded between the Company and the AXA Cooperative Insurance Company, in which the Chairman of the Board of Directors, Mr. Yousef bin Saleh Aba AlKhail has an indirect interest through his presidency of the Board of Directors of AXA Cooperative Insurance Company. The value of transactions during the year 2021 amounted to SAR 238 thousand (attached).
14. Voting on appointing the external auditor of the Company from among the candidates based on the Audit Committee's recommendation. The appointed auditor shall examine, review, and audit the second, third quarter and the annual financial statements of the fiscal year 2022, and the first quarter of the fiscal year 2023. The auditor's remuneration shall also be determined. (attached). |
| Proxy Form |  |
| E-Vote | Shareholders registered in Tadawulaty services will be able to vote remotely on the assembly's items, starting at 10 AM on Saturday 09-08-1443H corresponding to 12-03-2022 and until the end of the assembly time. Registration and voting via Tadawulaty services will be available and free of charge for all shareholders using the following link. www.tadawulaty.com.sa |
| Eligibility for Attendance Registration and Voting | Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes |
| Method of Communication | For any further inquiries regarding any of the assembly items please contact the Shareholders Relations Department (0118298739- 0118298747 ) - [email protected]). |
| Attached Documents | |
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